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                                                                    EXHIBIT 4.30

                             MANUFACTURING AGREEMENT

         This MANUFACTURING AGREEMENT (the "Manufacturing Agreement") is entered
into as of December 7, 2002 (the "Effective Date"), by and between Galen
(Chemicals) Limited ("Galen"), a company organized and existing under the laws
of the Republic of Ireland and Eli Lilly and Company ("Lilly"), a corporation
organized and existing under the laws of the State of Indiana. Galen and Lilly
are sometimes referred to herein individually as a "Party" and collectively as
"Parties".

                                    RECITALS

         WHEREAS, Lilly and Galen have entered into an Assignment, Transfer and
Assumption Agreement of even date herewith (the "Assignment Agreement");

         WHEREAS, subject to the terms and conditions set forth in this
Manufacturing Agreement, Galen wishes to have Lilly manufacture and sell
Sarafem(R) (fluoxetine hydrochloride) to Galen; and

         WHEREAS, subject to the terms and conditions set forth in this
Manufacturing Agreement, Lilly wishes to manufacture and sell such product for
and to Galen.

         NOW, THEREFORE, the Parties hereto, intending to be legally bound,
hereby agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         For purposes of this Manufacturing Agreement, the following terms will
have the meanings set forth below:

1.1      Capitalized terms not otherwise defined herein will have the meaning
         given to them in the Assignment Agreement.

1.2      "ADDITIONAL QUANTITIES" will have the meaning set forth in Section 4.3.

1.3      "ASSIGNMENT AGREEMENT" will have the meaning set forth in the first
         WHEREAS clause of this Manufacturing Agreement.

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1.4      "AUDIT" means a review by Galen or its appointed representatives (such
         representatives to be reasonably acceptable to Lilly) of Lilly's
         processes, procedures and documents as described in Section 3.3(b) of
         this Manufacturing Agreement.

1.5      "CGMP" means current Good Manufacturing Practices pursuant to 21
         C.F.R.Section 211 et seq., as such may be amended from time to time.

1.6      "CONTRACT QUARTER" means the period ending on the last day of the
         calendar month that contains the day immediately preceding the
         three-month anniversary of the Closing Date, and each consecutive three
         calendar month period thereafter during the term of this Agreement.

1.7      "CONTRACT YEAR" means the period ending on the last day of the calendar
         month that contains the day immediately preceding the one-year
         anniversary of the Closing Date, and each consecutive twelve calendar
         month period thereafter during the term of this Agreement.

1.8      "DISPUTED PRODUCT" will have the meaning set forth in Section 5.3(b).

1.9      "EFFECTIVE DATE" will have the meaning set forth in the first paragraph
         of this Manufacturing Agreement.

1.10     "FDCA" means the Federal Food, Drug and Cosmetic Act (21 U.S.C.Section
         301 et seq.), as may be amended from time to time, together with any
         rules and regulations promulgated thereunder.

1.11     "FORECAST" will have the meaning set forth in Section 4.4.

1.12     "INVENTORY" will have the meaning set forth in Section 2.1.

1.13     "LATENT DEFECT" means a defect that causes the Product to fail to
         conform to the Specifications and that was not discoverable upon
         reasonable inspection and testing.

1.14     "LILLY ERROR" means the negligent performance, failure to perform or
         willful misconduct in the performance by Lilly or its officers, agents
         or employees of any obligation imposed upon or assigned to Lilly under
         this Manufacturing Agreement or any Applicable Laws.

1.15     "MANUFACTURING RESPONSIBILITY DOCUMENT" OR "MRD", a copy of which is
         attached hereto as EXHIBIT A, sets forth additional written
         instructions regarding the manufacture and supply of Product. Sections
         of the MRD may be modified from time to time through

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         the issuance of a revised section signed on behalf of each of the
         Parties by an authorized representative incorporating the modification
         and stating the effective date and revision number of the modification.
         In the event of conflict between the terms of the MRD on the one hand,
         and the terms of the Assignment Agreement, this Manufacturing
         Agreement, or the Quality Agreement, on the other hand, the terms of
         the Assignment Agreement, Manufacturing Agreement or Quality Agreement,
         as applicable, will govern.

1.16     "PARTY" or "PARTIES" will have the meaning set forth in the first
         paragraph of this Manufacturing Agreement.

1.17     "PRODUCT" means the presentations of finished fluoxetine hydrochloride
         pharmaceutical product set forth in EXHIBIT B attached hereto marketed
         under the Assigned Trademark in the Territory. Notwithstanding the
         foregoing, "Product" will not mean or include Galen New Products.

1.18     "PURCHASE MAXIMUMS" will have the meaning set forth in Section 4.2.

1.19     "PURCHASE MINIMUM" will have the meaning set forth in Section 4.1.

1.20     "QUALITY AGREEMENT" means an agreement between the Parties which
         describes certain quality and regulatory responsibilities relating to
         the manufacture and release for sale of the Product by Lilly to Galen.
         The Quality Agreement will be compiled and agreed upon by the Parties
         prior to the Closing Date. The Quality Agreement will be subject to and
         not inconsistent with the terms of this Manufacturing Agreement and the
         Assignment Agreement, and in the event of conflict between terms of
         this Manufacturing Agreement or the Assignment Agreement, as
         applicable, on one hand, and the Quality Agreement on the other, this
         Manufacturing Agreement or the Assignment Agreement, as applicable,
         will govern. Sections of the Quality Agreement may be modified from
         time to time through the issuance of a revised Quality Agreement signed
         on behalf of each of the Parties by an authorized representative
         incorporating the modification and stating the effective date and
         revision number of the modification. A reference to "MRD/Quality
         Agreement" in this Manufacturing Agreement will mean the MRD and/or
         Quality Agreement as the context requires.

1.21     "SPECIFICATIONS" means the specifications for manufacturing and
         packaging the Product as set forth in the sNDAs and in EXHIBIT C
         attached hereto.

1.22     "THREE-YEAR-FORECAST" will have the meaning set forth in Section
         4.4(b).

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                                   ARTICLE 2
                     PAYMENTS; PURCHASE AND PRICE OF PRODUCT

2.1      PURCHASE OF INVENTORY. On the Closing Date, Galen will purchase from
         Lilly and Lilly will supply to Galen, finished goods inventory of trade
         and sample Product designated by Lilly to be sold in the Territory
         (containing an expiration date of twelve (12) months or more with
         respect to sample Product and eighteen (18) months or more with respect
         to trade Product) existing as of the Closing Date, less the quantity of
         Product held by Lilly's employee health services on the Closing Date
         ("Inventory"). The purchase price for such finished goods inventory is
         included in the payment required to be made by Galen pursuant to
         Sections 2.1 and 2.2 of the Assignment Agreement. The quantity of such
         finished goods inventory conveyed to Galen pursuant to this Section 2.1
         will be applied towards Galen's minimum purchase requirements as set
         forth in Sections 4.1 and 4.4, below, and Lilly's maximum supply
         obligations set forth in Sections 4.2 and 4.4, below. Lilly will have
         no obligation to re-label or over-label any such Product inventory.
         Galen will not re-label or over-label any such Product inventory.

2.2      PURCHASE OF FUTURE PRODUCT. As of the Closing Date and during the term
         of this Manufacturing Agreement, subject to Section 4.1 (to the extent
         the Purchase Minimum is greater than the purchase obligation described
         in this Section 2.2) and Sections 4.2 and 4.4, below, Galen will
         purchase exclusively from Lilly one hundred percent (100%) of Galen's
         future requirements for trade and sample Product in the Territory prior
         to FDA approval of Galen's Application for Marketing Authorization for
         Product, and fifty percent (50%) of Galen's future requirements for
         trade and sample Product in the Territory after the FDA approval of
         Galen's Application for Marketing Authorization for Product, and Lilly
         will manufacture and supply such Product for and to Galen. Galen may
         request, but will not, subject to the minimum purchase obligations set
         forth in Sections 4.1 and 4.4, below, be obligated to request, that
         Lilly manufacture and supply Product for the Territory in quantities in
         excess of Galen's purchase obligations pursuant to this Section 2.2
         after the FDA approval of Galen's Application for Marketing
         Authorization for Product, and, subject to Lilly's maximum supply
         obligations set forth in Sections 4.2 and 4.4, below, Lilly will
         manufacture and supply such requested Product for and to Galen. The
         purchase price for trade and sample Product purchased by Galen pursuant
         to this Section 2.2 is included in the payment required to be made by
         Galen pursuant to Sections 2.1 and 2.2 of the Assignment Agreement. The
         expiration date with respect to all Product purchased by Galen pursuant
         to this Section 2.2 will be no earlier than eighteen (18) months from
         the date Lilly makes the applicable Product available for

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         shipment. Lilly will have no obligation to manufacture or package
         Product for Galen in any presentation not set forth in EXHIBIT B.
         Notwithstanding anything in this Manufacturing Agreement to the
         contrary, in no event will Lilly be required to supply Product to Galen
         after the effective date of the termination or expiration of this
         Agreement except to the extent Lilly was obligated to deliver Product
         to Galen on or before the effective date of the termination or
         expiration of this Manufacturing Agreement.

                                   ARTICLE 3
                            MANUFACTURING AND QUALITY

3.1      MANUFACTURING. Lilly will manufacture, package, label, test, prepare
         for shipment and ship Product to Galen from Lilly's facilities, or the
         facilities of a Third Person under subcontract with Lilly, at the times
         and in the quantities set forth by Galen in a purchase order pursuant
         to Section 4.5, subject, however, to the quantity restrictions set
         forth in Sections 2.2, 4.1, 4.2 and 4.4 and the minimum lead time for
         orders set forth in Section 4.5. Each shipment of Product: (i) will
         have been manufactured in accordance with cGMP in effect at the time of
         manufacture, (ii) will not be adulterated or misbranded within the
         meaning of the FDCA by Lilly or any Third Person subcontractors of
         Lilly, (iii) will not have been manufactured or sold in violation of
         any Applicable Laws in any material respect, and (iv) upon delivery to
         Galen, FOB Lilly's loading dock, will convey good title to such Product
         to Galen. Lilly will fax a certificate of analysis to Galen (at such
         location designated in the Quality Agreement) no later than five (5)
         days after Galen's receipt of Product confirming that such Product
         meets the Specifications then in effect.

3.2      MODIFICATIONS. (a) Galen will inform Lilly in writing as soon as
         practical of any proposed modification to the Specifications. Lilly
         will inform Galen in writing of the amount of any additional costs and
         expenses (including capital expenditures, regulatory and any other
         costs) and/or increase in on going Product manufacturing costs Lilly
         would actually incur due to the modification, and if Galen elects to
         adopt the modification, Galen will promptly reimburse Lilly for such
         required capital expenditures, regulatory and other costs associated
         with the modification and such additional purchase price to be paid to
         reflect any increase in on-going Product manufacturing costs resulting
         from such modification.

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                  (b)      Lilly will provide Galen a detailed written
         explanation of such costs and expenses and/or increase in on going
         Product manufacturing costs. If Lilly is unable or unwilling to comply
         with a proposed modification or if Galen is unwilling to pay Lilly's
         costs to implement such modification or the increase in purchase price
         associated therewith, then Galen will withdraw the proposed
         modification and the Specifications will remain in full force and
         effect; provided, however, that if (i) Galen is willing to pay such
         costs, (ii) Lilly is able, but unwilling, to implement such
         modification, and (iii) such modification relates to testing or
         packaging, Galen and Lilly will work together in good faith to
         determine if it would be appropriate for Galen to implement such
         modifications at the facilities of Galen, an Affiliate of Galen or a
         Third Person sub-contractor. The use of any such Third Person
         sub-contractor shall be subject to Lilly's prior written consent, which
         consent shall not be unreasonably withheld for those Third Person
         sub-contractors on Lilly's approved list, and such approved list shall
         be provided to Galen from time to time at Galen's request.

                  (c)      Lilly will inform Galen in writing as soon as
         practical of any modification to the Specifications proposed by Lilly.
         Lilly will not modify any Specification (other than with respect to
         minor changes to secondary packaging, which Lilly may modify) without
         Galen's prior written consent, which consent will not be unreasonably
         withheld. Except for modifications required by the FDA or Applicable
         Laws, Lilly will be solely responsible for the costs of any changes in
         Specifications proposed by Lilly.

                  (d)      Galen will notify Lilly as soon as practical of any
         changes to any Specifications or procedures that are required by the
         FDA or Applicable Law and that could have an impact on Lilly's
         performance of this Manufacturing Agreement. Any such changes will be
         deemed (and treated as) modifications proposed by Galen under this
         Section 3.2; provided, however, that if Galen is not willing to pay for
         such modification that is required by the FDA or Applicable Laws as
         described in this Section 3.2 or Lilly is unable to implement such
         modification that is required by Applicable Laws after exercising
         commercially reasonable efforts, Lilly may terminate this Manufacturing
         Agreement as of the date on which the FDA or Applicable Laws require
         the implementation of such modification. Notwithstanding anything to
         the contrary provided herein, the modification required by Applicable
         Law becoming operational shall constitute a waiver of Lilly's rights to
         terminate under this Section 3.2(d).

                  (e)      In no event will Lilly be required to make under this
         Section 3.2 a modification that is prohibited by Applicable Law or
         Governmental or Regulatory

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         Authorities. In no event will Lilly be prohibited from making under
         this Section 3.2 a modification that is required by Applicable Laws or
         Governmental or Regulatory Authorities; provided, however, that Lilly
         shall consult with Galen prior to making any such modification; and
         provided further, that Lilly shall use its commercially reasonable
         efforts to implement any such modification at the lowest practical
         cost. Lilly will have sole responsibility, at Galen's cost, for
         obtaining any and all necessary regulatory approvals from the FDA for
         modifications to the Specifications and sNDAs and reporting any
         modifications to the Specifications and the sNDAs to the FDA as
         appropriate. The Product supplied to Galen under this Manufacturing
         Agreement will be manufactured under the sNDAs.

                  (f)      Every proposed modification will be treated
         separately.

3.3      QUALITY CONTROL AND ASSURANCE; CGMP AUDIT.

                  (a)      Quality Control and Assurance. Lilly will manufacture
         the Product in compliance with the Specifications. Lilly will perform
         quality control testing and quality oversight on the Product to be
         delivered to Galen hereunder in accordance with the Specifications,
         cGMP and the MRD/Quality Agreement.

                  (b)      Access to Lilly Facilities by Galen Representatives.
         Upon no less than forty-five (45) days' written notice to Lilly and no
         more than one (1) time each Calendar Year, Lilly will permit Galen to
         conduct an Audit of Lilly's facilities during regular business hours
         for the purpose of making quality control inspections to assure cGMP
         compliance of the facilities used in the manufacturing, receiving,
         sampling, analyzing, storing, handling, packaging and shipping of
         Product, including, but not limited to, in the receipt, storage and
         issuance of raw materials, labeling and packaging components, and
         ingredients thereof. Notwithstanding the immediately preceding
         sentence, in the event of a rejection of Product by Galen pursuant to
         Section 5.3, below, because of a failure to meet Specifications, then
         Galen will have an additional right to conduct an Audit under the
         provisions of this Section 3.3(b). Any Galen representatives will be
         advised of the confidentiality obligations of Article 9, below, and
         will follow such security and facility access procedures as are
         reasonably designated by Lilly.

                  Lilly may require that at all times the Galen representatives
         be accompanied by a Lilly representative and that the Galen
         representatives not enter areas of the facility used in production of
         the Product at times other than when the production of Product is
         occurring to assure protection of Lilly Confidential Information or
         confidential

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         information of a Third Person. Lilly will respond to any written audit
         observations provided by Galen within ninety (90) days in the form of a
         mutually agreed upon action plan.

                  (c)      Safety Procedures. Lilly will have responsibility for
         developing, adopting and enforcing safety procedures for the handling
         and production of Product by Lilly and the handling and disposal of all
         waste relating thereto. Such responsibilities will terminate as to
         Product upon delivery thereof to Galen's common carrier.

                  (d)      Applicable Laws. Lilly and Galen shall each comply
         with all Applicable Laws in performing its obligations hereunder,
         including laws with respect to the protection of the environment.

3.4      RECORDS AND ACCOUNTING BY LILLY. Lilly will, with respect to each lot
         of Product produced by it hereunder, for the longer of (i) any period
         required by Applicable Laws, or (ii) a period of one (1) year after the
         expiry of the expiration dating of such lot, keep accurate records of
         the manufacture and testing of the Product produced by it hereunder,
         including, without limitation, all such records which are required
         under Applicable Laws. Access to such records will be made available by
         Lilly to Galen during normal business hours upon Galen's reasonable
         written request.

                                   ARTICLE 4
                         PURCHASE OF PRODUCT; FORECASTS

4.1      MINIMUM PURCHASE REQUIREMENTS. Without limiting Galen's purchase
         obligations described in Section 2.2, above, Galen will purchase from
         Lilly prior to the FDA's approval of Galen's Application for Marketing
         Authorization for Product, or from Lilly or a Third Person(s), or any
         combination thereof, after the FDA's approval of Galen's Application
         for Marketing Authorization for Product, at least five hundred (500)
         kilograms of trade Product and one hundred forty (140) kilograms of
         sample Product each Contract Year (the "Purchase Minimum"). For
         purposes of this Manufacturing Agreement, the term "kilogram" when used
         in the context of the weight of Product means the kilograms of active
         pharmaceutical ingredient contained in the Product.

                  For purpose of determining the date upon which Product is
         purchased pursuant to the terms of this Manufacturing Agreement, the
         date of "purchase" of

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         Product means the date upon which Lilly or a Third Person, as
         applicable, is obligated to deliver such Product to Galen.

                  Notwithstanding the foregoing, in the event that a Reduction
         Date occurs during a Contract Year, the Purchase Minimums for any
         Contract Year thereafter will be one hundred fifty (150) kilograms of
         trade Product and forty-two (42) kilograms of sample Product in any
         such Contract Year.

4.2      MAXIMUM PURCHASE AMOUNTS. Notwithstanding Lilly's supply obligations
         set forth in Sections 2.2 and 4.4, Lilly will not be required to supply
         Galen (i) with more than two hundred fifty (250) kilograms of trade
         Product in any Contract Quarter and more than one thousand (1,000)
         kilograms of trade Product in any Contract Year, and (ii) with more
         than seventy (70) kilograms of sample Product in any Contract Quarter
         and no more than two hundred eighty (280) kilograms of sample Product
         in any Contract Year. The maximum quantities set forth in the preceding
         sentence will be collectively referred to herein as the "Purchase
         Maximums." For purposes of this Manufacturing Agreement, Lilly will be
         deemed to have "supplied" Product to Galen on the date that Lilly has
         delivered Product to Galen in accordance with Section 4.7, below.

                  Notwithstanding the foregoing, in the event that a Reduction
         Date occurs during a Contract Year, the Purchase Maximums for any
         Contract Year thereafter will be three hundred (300) kilograms of trade
         Product and eighty-four (84) kilograms of sample Product in any such
         Contract Year and the Purchase Maximums for any Contract Quarter
         thereafter will be seventy-five (75) kilograms of trade Product and
         twenty-one (21) kilograms of sample Product in any such Contract
         Quarter.

4.3      PURCHASE OF PRODUCT FROM THIRD PERSONS. Notwithstanding Section 4.2, if
         Galen has purchased the Purchase Maximums from Lilly in a Calendar
         Quarter or Calendar Year, Galen may, but will not be obligated to,
         request that Lilly provide additional quantities of Product in excess
         of the Purchase Maximums ("Additional Quantities"). Lilly will consider
         in good faith whether to supply Additional Quantities. Additional
         Quantities will be supplied to Galen at the prices determined by Lilly.
         If Lilly indicates that it is unable or in good faith unwilling to
         supply to Galen such Additional Quantities or if Galen in its sole
         discretion does not request such Additional Quantities from Lilly,
         then, provided the FDA has approved Galen's Application for Marketing
         Authorization for Product, Galen will have the right to purchase such
         Additional Quantities of Product from a Third Person manufacturer under
         its Application for Marketing Authorization;

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         provided, however, that the purchase of Additional Quantities by Galen
         from a Third Person manufacturer will not relieve Galen of its
         obligation to satisfy the Purchase Minimum or purchase obligations set
         forth in Sections 2.2 and 4.4 from Lilly in any subsequent Contract
         Quarter or Contract Year, as applicable. If Galen purchases any such
         Additional Quantities from a Third Person, Galen will maintain, at its
         cost, all records required to identify the manufacturer of such
         Product.

4.4      FORECASTS.

                  (a)      Upon the Closing Date and on or before the first day
         of each Contract Quarter thereafter, Galen will provide to Lilly
         Galen's estimate of the total quantity of Product to be delivered for
         the following Contract Quarter and the succeeding eight (8) Contract
         Quarters, broken down into calendar months (the "Forecast"). Subject to
         Sections 2.2 (to the extent Galen's purchase obligation in Section 2.2
         is greater than the purchase obligation described in this Section
         4.4(a)), 4.1 and 4.2, above, during each Contract Quarter, Galen will
         be obligated to purchase eighty percent (80%) of the quantities of
         Product forecasted for such Contract Quarter in the Forecast in which
         such Contract Quarter was the third (3rd) Contract Quarter of the
         Forecast, and Lilly will be obligated to supply Galen with quantity
         ordered by Galen unless the quantity exceeds one hundred twenty percent
         (120%) of the quantities of Product forecasted for such Contract
         Quarter in the Forecast in which such Contract Quarter was the third
         (3rd) Contract Quarter of the Forecast. Except as otherwise set forth
         in this Section 4.4 or elsewhere in this Agreement, the Parties agree
         that the Forecasts will be for general planning purposes only, and will
         not be binding on Lilly or Galen. If Galen fails to provide a Forecast
         when due, the most recent Forecast will be deemed to be the Forecast in
         place of the Forecast not delivered, with the quantity forecasted for
         the ninth (9th) Contract Quarter of the Forecast deemed to be zero (0).

                  (b)      Three-Year Forecast. In addition to the Forecasts,
         Galen will deliver to Lilly on the Closing Date a forecast in months of
         the quantity of Product Galen expects to receive from Lilly during the
         term of this Manufacturing Agreement (the "Three-Year Forecast"). The
         Parties agree that the Three-Year Forecast will be used for planning
         purposes only and will not be binding on either Party (except to the
         extent a forecast for a month or quarter is included in a Forecast and
         is otherwise binding as set forth in Section 4.4(a)).

                  (c)      Components or Materials. Reasonable quantities of
         components or materials that are used in the manufacture of the
         Product, will be purchased by Lilly, at its

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         own cost and expense. Except for the initial changes in packaging and
         labeling that are required under Section 5.1, if Galen requests any
         change to the quantities previously forecasted for a Contract Quarter
         in a Forecast that causes any obsolescence of any such components or
         materials purchased by Lilly and the Specifications have been modified
         pursuant to Section 3.2 causing an increase in Lilly's manufacturing
         cost, Galen will be responsible to Lilly for the reasonable and direct
         costs and expenses actually incurred associated with said components or
         materials related to the increase in manufacturing costs (including,
         but not limited to, any costs related to returning such components or
         material to the vendor or otherwise disposing thereof).

4.5      PURCHASE ORDERS. Galen will purchase Product solely by written purchase
         orders, which purchase orders must be consistent with the quantity
         restrictions set forth in Sections 2.2, 4.1, 4.2 and 4.4, above.
         Product must be ordered in whole lot quantities. Each Galen order will
         be governed by the terms of this Manufacturing Agreement, the
         Assignment Agreement and the MRD/Quality Agreement, and no terms or
         conditions of Galen purchase orders, Lilly's acknowledgement forms, or
         any other forms will be applicable except those specifying quantity
         ordered (subject to the quantity restrictions) and shipment locations.
         Galen will submit each such written purchase order to Lilly at least
         ninety (90) days in advance of the date specified in each purchase
         order by which delivery of the Product is required. Each purchase order
         will include the information listed in EXHIBIT D attached hereto. Upon
         receipt and acceptance of each purchase order by Lilly hereunder, Lilly
         will supply the Product in such quantities (with any variances
         permitted hereunder) and will use commercially reasonable efforts to
         deliver such Product to Galen on the deliver dates specified in such
         purchase order, unless otherwise mutually agreed to in writing by the
         Parties. Delivery by Lilly of greater than ninety percent (90%) of the
         quantity ordered will be in full satisfaction of the quantity ordered
         in such purchase order and satisfaction of Lilly's obligation to supply
         such order; provided, however, that the full purchase order will be
         applied to Galen's minimum purchase obligations under this
         Manufacturing Agreement, but only the quantities that Lilly actually
         delivers to Galen will be applied to the maximum purchase amounts under
         this Manufacturing Agreement. With respect to the purchase of
         Additional Quantities and increased manufacturing costs arising out of
         modifications to the Specifications, Galen will only be invoiced and
         required to pay for the quantities that Lilly actually delivers to
         Galen.

4.6      TRANSFER OF MANUFACTURING RESPONSIBILITIES. Lilly agrees to provide to
         Galen or its designees, at no cost to Galen except as otherwise
         provided in this Section 4.6, up to five hundred (500) hours of
         manufacturing transfer assistance to be used by Galen prior to the

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         third year anniversary of the Closing Date. Any transfer assistance
         provided by Lilly to Galen in excess thereof shall be paid for by Galen
         at the rate of $275 per hour. Lilly will have no obligation to provide
         assistance in excess of the required 500 hours, but will consider
         requests for assistance by Galen in good faith. In all cases, Galen
         agrees to pay Lilly for all reasonable travel, room and board expenses
         incurred by Lilly personnel in providing such assistance. Lilly will
         invoice Galen on a monthly basis for the expenses incurred during the
         previous calendar month. Galen will pay such invoices within thirty
         (30) days from the date of invoice, with such payments being made by
         Federal Reserve electronic wire transfer to an account designated by
         Lilly. Lilly's obligation pursuant to this Section 4.6 will cease or be
         suspended, as applicable, in the event this Manufacturing Agreement is
         terminated or suspended by Lilly in accordance with the provisions of
         this Agreement. In connection with the technology transfer contemplated
         in this Section 4.6, Lilly will only be required to provide Galen or
         its designees with such documentation and technical assistance as is
         reasonably necessary to transfer the manufacturing of Product to Galen
         or its designees.

4.7      SHIPMENT OF PRODUCT. Shipment of Product will be to one distribution
         center designated by Galen for trade Product and one distribution
         center designated by Galen for sample Product. Lilly will not make
         direct shipments to final customers. Galen will select and pay the
         carrier to be used. Product will be shipped FOB Lilly's loading dock,
         freight class, Class 70 (Class of Commodity for Food and Pharmaceutical
         Product) or as may otherwise be required pursuant to Applicable Laws.
         Title and risk of loss or damage to the Product will remain with Lilly
         to Lilly's loading dock, at which time title to the Product will rest
         in, and risk of loss or damage to the Product will pass to, Galen FOB
         Lilly's loading dock. Galen will cause Product to be picked up at
         Lilly's dock no later than fifteen (15) business days after the later
         of (i) the delivery date specified in the applicable purchase order,
         and (ii) the date Lilly makes such Product available for shipment.

                                   ARTICLE 5
                       LABELING; TRADE DRESS; NON-PRODUCT

5.1      LABELING, TRADE DRESS AND PACKAGING. The Product will be labeled,
         prepared and packed for shipment in full compliance with the sNDAs and
         cGMP, and in accordance with the MRD/Quality Agreement. Galen, at its
         expense, will provide Lilly with an electronic graphics file for all
         new or revised printed packaging components to be used in

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         the manufacture of Product. Such artwork will be implemented as soon as
         practicable after all applicable regulatory requirements with respect
         thereto have been met and in accordance with the provisions set forth
         in the MRD/Quality Agreement. Until Galen's initial packaging and
         labeling materials have been implemented, Product will continue to be
         labeled and packaged with the labels and packaging being used by Lilly
         as of the Closing Date. Lilly hereby grants to Galen, for no additional
         consideration, a non-exclusive license to use (but not modify) the
         labels and packaging being used by Lilly for the Product as of the
         Closing Date solely to market, sell and promote the Product delivered
         by Lilly that contains such labels and packaging being used by Lilly as
         of the Closing Date. The foregoing license does not grant Galen any
         rights in the "Lilly" mark or name except as it appears in such labels
         and packaging. The foregoing license will terminate upon the earlier of
         Galen's sale of all of such Product, or on the second (2nd) year
         anniversary of the Closing Date. Lilly will have no obligation to
         re-label or over-label any such Product packaged prior to the
         implementation of Galen's labels and packaging. Galen's name (or the
         name of an Affiliate of Galen) will appear as the exclusive distributor
         of the Product and Lilly's name will appear as the manufacturer of the
         Product (unless a Third Person manufactures any Product pursuant to
         Section 4.3, above, in which event such Third Person's name will appear
         as the manufacturer of the Product) unless it is reasonable and allowed
         under Applicable Laws under the circumstances to delete Lilly's or such
         Third Person's name. All changes made to Galen's initial labeling will
         be made in accordance with the procedures and timelines set forth in
         the MRD. Galen will reimburse Lilly for any costs associated with
         changing to Galen's initial labeling, trade dress and packaging work
         provided by Lilly hereunder and for any subsequent packaging and
         labeling change work required or otherwise requested by Galen
         hereunder, including without limitation, commercially reasonable costs
         associated with the destruction of printed components rendered obsolete
         as a result of the transactions contemplated hereby.

5.2      LOT NUMBERING. Lilly's lot numbers will be affixed on the containers
         for the Product and on each shipping carton in accordance with
         Applicable Laws.

5.3      TESTING AND REJECTION OF DELIVERED PRODUCT.

                  (a)      Non-Conforming Product. Galen will be entitled, but
         not obliged, at its cost and expense and using the test methods set
         forth in the sNDAs or other applicable cGMP test methods used by Lilly
         at the time such Product was manufactured, to test any and all Product
         delivered to it hereunder to determine whether such Product complies

                                       13
<PAGE>

         with the Specifications. Galen will use validated methods to test
         Product. Galen will notify Lilly in writing promptly, and in any event
         not later than forty-five (45) days after delivery thereof if it
         rejects any Product delivered to it because such Product failed to meet
         the Specifications. Any notice of rejection by Galen shall be
         accompanied by a reasonably detailed statement of its reasons for
         rejection and a report of any pertinent analysis performed by Galen on
         the allegedly nonconforming product, together with the methods and
         procedures used. Lilly shall notify Galen as promptly as reasonably
         possible, but in any event within forty-five (45) business days after
         receipt of such notice of rejection, whether it accepts Galen's
         assertions of non-conformity. If Galen rejects any such Product it
         will, at Lilly's request, provide Lilly with the opportunity to conduct
         its own tests on such rejected Product. Product not rejected within the
         forty-five (45) day period will be deemed accepted and, without in any
         way limiting Lilly's indemnity obligations set forth in Section 11.1,
         will constitute a waiver of any claims Galen may have against Lilly
         with respect to the purchase price for such shipment; subject, however,
         to Galen's right to reject any Product for Latent Defects discovered by
         Galen and promptly reported to Lilly. Lilly will use commercially
         reasonable efforts to replace the properly rejected Product with
         Product which meets the Specifications within a commercially reasonable
         time and will deliver such replacement Product, at Lilly's sole cost
         and expense, to Galen. In addition, Lilly will, at Lilly's sole cost
         and expense, arrange for all such rejected Product to be picked up
         promptly and, where applicable, destroyed in accordance with all
         Applicable Laws. Product properly rejected in accordance with this
         Section 5.3(a) will not be applied to the applicable Purchase Maximums,
         Purchase Minimums, the purchase obligation set forth in Section 2.2, or
         the minimum purchase or maximum supply obligations set forth in Section
         4.4(a); but replacement Product will be applied to the applicable
         Purchase Maximums, Purchase Minimums, the purchase obligations set
         forth in Section 2.2, and the minimum purchase or maximum supply
         obligations set forth in Section 4.4(a).

                  (b)      Disputed Product. Notwithstanding subsection (a),
         above, if Galen and Lilly disagree on whether any Product rejected by
         Galen pursuant to subsection (a), above, complies with the
         Specifications or on the methods for or results of testing of any of
         such rejected Product, an independent laboratory which is acceptable to
         both Parties will test the Product in dispute ("Disputed Product")
         using the test methods set forth in the sNDAs, and any other applicable
         cGMP test method used by Lilly at the time the Disputed Product was
         manufactured, which tests will be validated by such laboratory
         independently. If such laboratory finds that the Disputed Product meets
         the Specifications, Galen will promptly pay the fees of such laboratory
         related to such testing.

                                       14
<PAGE>

         To the extent such Disputed Product is found to meet the
         Specifications, such Disputed Product will be applied to the applicable
         Purchase Maximums, Purchase Minimums, the purchase obligations set
         forth in Section 2.2, and the minimum purchase or maximum supply
         obligations set forth in Section 4.4 (a). If such laboratory finds that
         the Disputed Product fails to meet the Specifications, Lilly will pay
         the fees of such laboratory related to such testing and will promptly
         replace the Disputed Product in accordance with the preceding
         subsection (a). Both Parties hereby agree to accept and be bound by the
         findings of such independent laboratory.

                                   ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF LILLY

         Lilly hereby represents and warrants to Galen that, as of the date
         hereof:

6.1      ORGANIZATION AND STANDING. Lilly is a corporation duly organized,
         validly existing, and in good standing under the laws of the State of
         Indiana.

6.2      POWER AND AUTHORITY. Lilly has all requisite corporate power and
         authority to execute, deliver, and perform this Manufacturing Agreement
         and the other agreements and instruments to be executed and delivered
         by it pursuant hereto and thereto and to consummate the transactions
         contemplated herein and therein. The execution, delivery, and
         performance of this Manufacturing Agreement by Lilly does not, and the
         consummation of the transactions contemplated hereby will not, violate
         any provisions of Lilly's organizational documents, bylaws, or any
         Applicable Law applicable to Lilly, or any agreement, mortgage, lease,
         instrument, order, judgment, or decree to which Lilly is a party or by
         which Lilly is bound.

6.3      CORPORATE ACTION; BINDING EFFECT. Lilly has duly and properly taken all
         action required by law, its organizational documents, or otherwise, to
         authorize the execution, delivery, and performance of this
         Manufacturing Agreement and the other instruments to be executed and
         delivered by it pursuant hereto and thereto and the consummation of the
         transactions contemplated hereby and thereby. This Manufacturing
         Agreement has been duly executed and delivered by Lilly and
         constitutes, and the other instruments contemplated hereby when duly
         executed and delivered by Lilly will constitute legal, valid, and
         binding obligations of Lilly enforceable against it in accordance with
         its respective terms, except as enforcement may be affected by
         bankruptcy, insolvency, or other similar laws.

                                       15
<PAGE>

6.4      GOVERNMENTAL APPROVAL. Except as set forth in Section 4.15 of the
         Assignment Agreement, no consent, approval, waiver, order or
         authorization of, or registration, declaration or filing with, any
         Governmental or Regulatory Authority or any other Third Person is
         required in connection with the execution, delivery and performance of
         this Manufacturing Agreement, or any agreement or instrument
         contemplated by this Manufacturing Agreement, by Lilly or the
         performance by Lilly of its obligations contemplated hereby and
         thereby.

6.5      BROKERAGE. No broker, finder or similar agent has been employed by or
         on behalf of Lilly, and no Person with which Lilly has had any dealings
         or communications of any kind is entitled to any brokerage commission,
         finder's fee or any similar compensation, in connection with this
         Manufacturing Agreement or the transactions contemplated hereby.

6.6      LITIGATION. Except as set forth in SCHEDULE 4.19 of the Assignment
         Agreement, there are no pending or, to Lilly's knowledge, threatened
         judicial, administrative or arbitral actions, claims, suits or
         proceedings pending as of the date hereof against Lilly or its
         Affiliates in the Territory which, either individually or together with
         any other, will have a material adverse effect on the ability of Lilly
         to perform its obligations under this Manufacturing Agreement or any
         agreement or instrument contemplated hereby. Galen acknowledges that
         Lilly has or may have certain actions, claims, suits or proceedings
         pending or threatened with respect to Prozac(R), Prozac(R) Weekly(TM)
         or fluoxetine hydrochloride unrelated to the Product, and Galen agrees
         that Lilly will not be in breach of the representation and warranty set
         forth in this Section 6.6 or this Agreement as a result of such actions
         or proceedings.

6.7      PRODUCT SPECIFICATIONS. As of the date of delivery, all of the existing
         Product purchased by Galen pursuant to Section 2.1 above and all
         Product delivered by Lilly to Galen hereunder: (i) will conform to the
         Specifications in effect at the time of manufacture, (ii) will have
         been manufactured in accordance with cGMP in effect at the time of
         manufacture, (iii) will not be adulterated or misbranded by Lilly
         within the meaning of the FDCA, (iv) will not have been manufactured or
         sold in violation of any Applicable Laws in any material respect, and
         (v) will convey good title to such Product to Galen.

6.8      NOT DEBARRED. Lilly is not debarred and has not and will not use in any
         capacity the services of any Person debarred under subsections 306(a)
         or (b) of the Generic Drug Enforcement Act of 1992. If at any time this
         representation and warranty is no longer accurate, Lilly will
         immediately notify Galen of such fact.

                                       16
<PAGE>

6.9      APPLICABLE LAWS. Lilly will comply with all Applicable Laws relating to
         its manufacture of the Product.

6.10     IMPLIED WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 6 AND
         ARTICLE 4 OF THE ASSIGNMENT AGREEMENT, LILLY MAKES NO REPRESENTATION OR
         WARRANTY, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY
         STATUTE OR OTHERWISE, AND LILLY SPECIFICALLY DISCLAIMS ANY AND ALL
         IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
         MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND
         WARRANTY OF NONINFRINGEMENT.

                                   ARTICLE 7
                     REPRESENTATIONS AND WARRANTIES OF GALEN

         Galen represents and warrants to Lilly that, as of the date hereof:

7.1      ORGANIZATION AND STANDING. Galen is a company duly organized, validly
         existing, and in good standing under the laws of the Republic of
         Ireland.

7.2      POWER AND AUTHORITY. Galen has all requisite corporate power and
         authority to execute, deliver, and perform this Manufacturing Agreement
         and the other agreements and instruments to be executed and delivered
         by it pursuant hereto and thereto and to consummate the transactions
         contemplated herein and therein. The execution, delivery, and
         performance of this Manufacturing Agreement by Galen does not, and the
         consummation of the transactions contemplated hereby will not, violate
         any provisions of Galen's organizational documents, bylaws, or any
         Applicable Law applicable to Galen, or any agreement, mortgage, lease,
         instrument, order, judgment, or decree to which Galen is a party or by
         which Galen is bound.

7.3      CORPORATE ACTION; BINDING EFFECT. Galen has duly and properly taken all
         action required by law, its organizational documents, or otherwise, to
         authorize the execution, delivery, and performance of this
         Manufacturing Agreement and the other instruments to be executed and
         delivered by it pursuant hereto and thereto and the consummation of the
         transactions contemplated hereby and thereby. This Manufacturing
         Agreement has been duly executed and delivered by Galen and
         constitutes, and the other instruments contemplated hereby when duly
         executed and delivered by Galen will constitute legal,

                                       17
<PAGE>

         valid, and binding obligations of Galen enforceable against it in
         accordance with its respective terms, except as enforcement may be
         affected by bankruptcy, insolvency, or other similar laws.

7.4      GOVERNMENTAL APPROVAL. Except as set forth in Section 5.4 of the
         Assignment Agreement, no consent, approval, waiver, order or
         authorization of, or registration, declaration or filing with, any
         Governmental or Regulatory Authority or any other Third Person is
         required in connection with the execution, delivery and performance of
         this Manufacturing Agreement, or any agreement or instrument
         contemplated by this Manufacturing Agreement, by Galen or the
         performance by Galen of its obligations contemplated hereby and
         thereby.

7.5      BROKERAGE. No broker, finder or similar agent has been employed by or
         on behalf of Galen, and no Person with which Galen has had any dealings
         or communications of any kind is entitled to any brokerage commission,
         finder's fee or any similar compensation, in connection with this
         Manufacturing Agreement or the transactions contemplated hereby.

7.6      LITIGATION. There are no pending or, to Galen's knowledge as of the
         Effective Date, threatened judicial, administrative or arbitral
         actions, claims, suits or proceedings pending as of the date hereof
         against Galen which, either individually or together with any other,
         will have a material adverse effect on the ability of Galen to perform
         its obligations under this Manufacturing Agreement or any agreement or
         instrument contemplated hereby.

7.7      NOT DEBARRED. Galen is not debarred and has not and will not use in any
         capacity the services of any Person debarred under subsections 306(a)
         or (b) of the Generic Drug Enforcement Act of 1992. If at any time this
         representation and warranty is no longer accurate, Galen will
         immediately notify Lilly of such fact.

7.8      APPLICABLE LAWS. Galen will comply with Applicable Laws relating to its
         distributing, marketing, promoting and selling of the Product.

                                   ARTICLE 8
                  TERM OF MANUFACTURING AGREEMENT; TERMINATION

8.1      TERM OF MANUFACTURING AGREEMENT. Unless sooner terminated in accordance
         with this Article 8 or any other provision of this Manufacturing
         Agreement, this Manufacturing Agreement will take effect and commence
         on the Closing Date and continue in effect for

                                       18
<PAGE>

         a term that will expire on the last day of the third Contract Year. No
         suspension of this Manufacturing Agreement will extend the term of this
         Manufacturing Agreement.

8.2      PROCEDURES FOR SUSPENSION OR TERMINATION. A suspension of a Party's
         obligations under this Manufacturing Agreement pursuant to Section
         8.3(b) or a termination of this Manufacturing Agreement pursuant to
         Sections 3.2(d) and 8.3(a) or (c) shall not be effective unless the
         suspending or terminating Party complies with the following procedures:

                  (a)      The suspending or terminating Party will give the
         other Party prior written notice thereof, specifying in reasonable
         detail the alleged material breach or material default, and if such
         alleged material breach or material default continues unremedied for a
         period of thirty (30) days with respect to monetary breaches or
         defaults or ninety (90) days with respect to non-monetary breaches or
         defaults after the date of receipt of the notification or, if the
         non-monetary material breach or material default reasonably cannot be
         corrected or remedied within ninety (90) days, then if (i) the
         defaulting Party has not commenced remedying said material breach or
         material default within said ninety (90) days and is diligently
         pursuing completion of same, or (ii) said material breach or material
         default has not been corrected or remedied within one-hundred twenty
         (120) days, then such suspending or terminating Party may immediately
         suspend its obligations under this Manufacturing Agreement pursuant to
         Section 8.3(b) or terminate this Agreement pursuant to Sections 3.2(d)
         and 8.3(a) or (c) by again providing written notification to the
         defaulting Party and such suspension or termination shall be effective
         as of the date that such notice was delivered to the other Party;
         provided that in the case of a termination of this Agreement by Lilly
         pursuant to Section 3.2(d), the effective date of any such or
         termination shall be in accordance with Section 3.2(d). This Section
         8.2(a) will not be exclusive and will not be in lieu of any other
         remedies available to a Party hereto for any breach or default
         hereunder on the part of the other Party.

8.3      TERMINATION OR SUSPENSION FOLLOWING THE CLOSING DATE. Following the
         Closing Date, this Manufacturing Agreement may not be suspended or
         terminated by either Party, except as follows:

                  (a)      Either Party may immediately terminate this
         Manufacturing Agreement by providing written notice to the other Party
         if the other Party is declared insolvent or bankrupt by a court of
         competent jurisdiction, or a voluntary petition of bankruptcy is filed
         in any court of competent jurisdiction by the other Party or an
         involuntary petition

                                       19
<PAGE>

         for relief under the United States Bankruptcy Code is filed in a court
         of competent jurisdiction against the other Party which is not
         dismissed within thirty (30) days of its filing, or the other Party
         makes or executes any assignment for the benefit of creditors.

                  (b)      Lilly may suspend its obligations under this
         Manufacturing Agreement in the event of a material breach or material
         default by Galen of Galen's obligations to make any payments to Lilly
         under the Assignment Agreement or this Manufacturing Agreement;
         provided that if Galen cures such material breach or material default
         within the cure period provided in Section 8.2(a), then Lilly will be
         obligated to continue to perform thereafter its obligations under this
         Manufacturing Agreement.

                  (c)      Lilly may terminate this Manufacturing Agreement in
         the event that Galen fails to receive approval from the FDA of its
         Application for Marketing Authorization for the Product by the third
         anniversary of the Closing Date. If Galen fails to receive an
         approvable letter before the third anniversary of the Closing Date, the
         cure period provided in Section 8.2 shall not apply.

8.4      TERMINATION PRIOR TO CLOSING. In addition to each Party's rights to
         terminate pursuant to Section 8.3, a Party may terminate this
         Manufacturing Agreement prior to the Closing Date immediately upon any
         termination of the Assignment Agreement by such Party pursuant to the
         terms thereof.

8.5      EFFECT OF TERMINATION. Upon termination of this Manufacturing Agreement
         for any reason (whether due to breach of either Party or otherwise),
         Lilly will furnish to Galen a complete inventory of all work in
         progress for the manufacture of the Product and an inventory of all
         finished Product. Unless otherwise agreed to between the Parties, all
         stock on hand as of the effective date of termination of this
         Manufacturing Agreement will be dealt with promptly as follows:

                  (a)      Product manufactured and packaged pursuant to
         purchase orders from Galen and accepted by Lilly will be delivered by
         Lilly to Galen, whereupon Galen will pay Lilly therefor in accordance
         with the terms hereof if such payment is otherwise required under
         Section 3.2 or 4.3.

                  (b)      Work in progress commenced by Lilly against accepted
         purchase orders from Galen or work in progress or finished Product
         commenced or finished in reliance on the quantity of Product forecasted
         for the current Calendar Quarter in the Forecast delivered to Lilly on
         or before the first day of the previous Calendar Quarter will be

                                       20
<PAGE>

         completed by Lilly and delivered to Galen, whereupon Galen will pay
         Lilly therefor in accordance with the terms hereof if such payment is
         otherwise required under Section 3.2 or 4.3; and

                  (c)      Galen will reimburse Lilly for Lilly's actual cost of
         raw materials (including packaging components) dedicated for use but
         not used in the manufacture of Additional Quantities of Product and raw
         materials dedicated for use but not used for Product that was purchased
         as a result of modifications to the Specifications causing an increase
         in manufacturing costs, but only if such modifications are
         modifications for which Galen is obligated to pay under Section 3.2(a).
         At Galen's option and expense, Lilly will deliver to Galen any raw
         materials paid for by Galen under this provision (other than materials
         with Lilly's name or any variation thereof appearing on them), FOB
         point of shipment.

                  Payment for all Additional Quantities of Product (if required)
         and increases in manufacturing costs as a result of a modification to
         the Specifications which Galen is obligated to pay pursuant to Section
         3.2 will be deemed payable upon receipt of an invoice, with such
         payments being made in United States currency and by Federal Reserve
         wire transfer to an account designated by Lilly.

8.6      CONTINUING OBLIGATIONS. Termination of this Manufacturing Agreement for
         any reason will not relieve the Parties of any obligation accruing
         prior thereto (including the obligation to pay invoiced amounts even
         though not yet due) or any antecedent breach of the provisions of this
         Manufacturing Agreement, and will be without prejudice to the rights
         and remedies of either Party with respect to any antecedent breach of
         the provisions of this Manufacturing Agreement. Without limiting the
         generality of the foregoing and in addition to the foregoing, no
         termination of this Manufacturing Agreement, whether by lapse of time
         or otherwise, will serve to terminate the rights and obligations of the
         Parties hereto under Articles 1, 6, 7, 8 (including Section 8.1), 9,
         10, 11 and 12 hereof and Section 3.4, hereof, rights and obligations
         which otherwise expressly survive the termination of this Agreement and
         Sections which are necessary to give effect to rights and obligations
         which expressly survive the expiration or terminate of this Agreement.

8.7      NON-EXCLUSIVE REMEDIES. The remedies set forth in this Section 8 or
         elsewhere in this Manufacturing Agreement will be in addition to, and
         will not be to the exclusion of, any other remedies available to the
         Parties at law, in equity or under this Manufacturing Agreement.

                                       21
<PAGE>

8.8      EMERGENCY SUPPLY. Subject to the conditions set forth in this Section
         8.8, Galen may elect, by written notice provided to Lilly on or before
         April 1, 2005, to have Lilly extend the term of this Manufacturing
         Agreement for an additional twelve (12) month period beyond the
         expiration date set forth in Section 8.1, above. If Galen exercises
         this election, the terms and conditions of this Manufacturing Agreement
         shall remain in full force and effect for an additional four Contract
         Quarters beyond the expiration date set forth in Section 8.1, above;
         provided, however, that (i) Lilly will not be required to supply Galen
         with more than one thousand (1,000) kilograms of Product and (ii)
         purchase orders must be in whole lot quantities.

                  Galen will have the right to exercise the election set forth
         in this Section 8.8 if, and only if, (i) this Manufacturing Agreement
         has not been (or will not be during the extension term) terminated by
         Lilly pursuant to Sections 8.3 or 8.4 above, (ii) Galen has used its
         commercially reasonable efforts to either manufacture for itself or
         find a Third Person manufacturer to assume manufacturing responsibility
         for Product and the active pharmaceutical ingredient contained therein
         as of the expiration date set forth in Section 8.1, above, and (iii)
         Galen pays to Lilly within five (5) days of Galen's delivery of its
         election to extend the Manufacturing Agreement pursuant to this Section
         8.8 Six Million Dollars ($6,000,000) ("Emergency Supply Election
         Payment") by Federal Reserve electronic wire transfer in immediate
         available funds to an account designated by Lilly. Lilly shall invoice
         Galen for Product supplied pursuant to this Section 8.8 upon delivery
         and Galen shall pay such invoice within 30 days of receipt of such
         invoice. The invoice amount for Product ordered by Galen in accordance
         with this Section 8.8, shall be determined by the Parties, through good
         faith negotiations, and shall be based on the then comparable price of
         fully finished fluoxetine hydrochloride packaged for commercial sale in
         comparable packaging that can be obtained from a Third Person (the
         "Market Price"). Notwithstanding anything in this Manufacturing
         Agreement to the contrary, in the event Galen elects to extend this
         Manufacturing Agreement under this Section 8.8, Galen will deliver to
         Lilly up to two purchase orders for all Product to be ordered pursuant
         to this Section 8.8 before the end of the expiration date set forth in
         Section 8.1, above, for the total quantity to be delivered by Lilly for
         each Contract Quarter during such extension period. Notwithstanding
         anything in this Manufacturing Agreement to the contrary, Lilly will
         deliver the quantity specified for each Contract Quarter prior to the
         end of such Contract Quarter; provided, however, Lilly will not be
         obligated to deliver more than 300 kilograms of Product in any Contract
         Quarter during such extension period, and Lilly may deliver to Galen
         Product required to be delivered in a Contract Quarter in advance of
         such Contract Quarter.

                                       22
<PAGE>

                  Notwithstanding anything in this Agreement to the contrary,
         Lilly will not be in breach of any of its obligations under this
         Section 8.8 so long as it exercises commercially reasonable efforts to
         perform such obligations; provided, however, that if Galen exercises
         this election and Lilly fails to supply the full amount of Product
         ordered by Galen in accordance with this Section 8.8, then Lilly shall
         refund Galen an amount equal to the difference between (i) the
         Emergency Supply Election Payment and (ii) the product of the Emergency
         Supply Election Payment multiplied by a fraction, the numerator of
         which is the amount in kilograms of Product supplied to Lilly under
         this Section 8.8 and the denominator of which is the amount of supply
         ordered by Galen under this Section 8.8.

8.9      MITIGATION OF DAMAGES. In the event of any breach of this Manufacturing
         Agreement by Galen or Lilly, the other Party shall take reasonable
         actions to mitigate its damages.

                                   ARTICLE 9
                                 CONFIDENTIALITY

         Confidentiality, nondisclosure and nonuse of information will be
provided under and pursuant to, and in accordance with the terms of, Article 8
of the Assignment Agreement, which terms of such Article 8 are by this reference
incorporated herein and made a part of this Manufacturing Agreement, and all of
which for purposes of this Manufacturing Agreement will survive any termination
or expiration of the Assignment Agreement.

                                   ARTICLE 10
               ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

10.1     COMPLIANCE WITH LAW. Lilly will comply with all Applicable Laws
         relating to its manufacturing of the Product. Galen will comply with
         all Applicable Laws relating to its developing, making, having made,
         distributing, marketing, co-marketing, promoting, co-promoting, selling
         and having sold the Product, including without limitation all privacy
         laws. Galen further agrees to procure all third person consents which
         are necessary under Applicable Laws (including the consents from the
         subjects of clinical trials necessary to provide access to information
         to Lilly or a Third Person). Lilly and Galen each will keep all records
         and reports required to be kept by Applicable Laws, and each will make
         its facilities available at reasonable times during regular business
         hours for inspection by representatives of governmental agencies. Lilly
         and Galen each will notify the other, and Galen will notify Indevus,
         within twenty-four (24) hours of receipt of any notice or any

                                       23
<PAGE>

         other indication whatsoever of any FDA or other governmental agency
         inspection, investigation or other inquiry, or other notice or
         communication of any type from a governmental agency, directly related
         to the manufacturing, distributing, selling, marketing, promoting,
         co-promoting and co-marketing of the Product in the Territory, and will
         cooperate with each other and Indevus during any such inspection,
         investigation or other inquiry.

         Except as otherwise set forth in this Section 10.1, to the extent such
         inspection, investigation or other inquiry concerns the Product and
         materially affects the activities of Galen with respect to the Product,
         each Party will allow upon reasonable request a representative of the
         other Party to be present during the applicable portions of any such
         inspection, investigation or other inquiry and will provide copies of
         all relevant documents to the other Party. A Party must approve in
         advance any representative of the other Party which will be present in
         such Party's facilities, such approval not to be unreasonably withheld.
         Each Party will discuss any response to observations or notifications
         received in connection with any such inspection, investigation or other
         inquiry and will give the other Party an opportunity to comment upon
         any proposed response before it is made. In the event of disagreement
         concerning the form or content of such response, however, Lilly will be
         responsible for deciding the appropriate form and content of any
         response. Notwithstanding anything in this Section 10.1 to the
         contrary, while Product is being manufactured under the sNDAs, Galen
         will not have the right to have a representative present during any
         inspection, investigation or other inquiry of Lilly or the opportunity
         to comment upon any proposed response by Lilly with respect to such
         inspection, investigation or other inquiry of Lilly except that Galen
         may comment upon a proposed response by Lilly to the extent the
         inspection, investigation or other inquiry materially affects the
         Product.

10.2     RECALL. Lilly and Galen will each maintain such traceability records as
         may be necessary to permit a recall or field correction of the Product.
         If either Party determines a recall may be necessary, then such Party
         will notify the other Party within twenty-four (24) hours in writing
         and by telephone. The decision to conduct and the right to control a
         recall will be solely that of Lilly, after consultation with Galen,
         with respect to Product sold under the sNDAs, and will be solely that
         of Galen, after consultation with Lilly, with respect to Product sold
         under the Application for Marketing Authorization for the Product. Both
         Parties will cooperate fully with one another in connection with any
         recall. If Product distributed prior to the Closing Date is recalled,
         then Lilly will bear all costs associated with such recall. If any
         recall of Product distributed on or after the Closing

                                       24
<PAGE>

         Date is due to Lilly Error, Lilly will provide to Galen replacement
         Product for all recalled Product at no cost to Galen and will reimburse
         Galen for all of Galen's other reasonable direct costs and expenses
         actually incurred by Galen in connection with the recall including, but
         not limited to, direct costs of retrieving Product already delivered to
         customers and direct costs and expenses Galen is required to pay for
         notification, shipping and handling charges. Notwithstanding anything
         in this Agreement to the contrary, (a) prior to any reimbursement by
         Lilly hereunder, Galen will provide Lilly with detailed supporting
         documentation of all costs and expenses for which reimbursement is
         being sought, and (b) in no event will the direct costs and expenses
         payable by Lilly pursuant to this Section 10.2 include Galen's lost
         profits associated with such Product. If a recall of Product
         distributed after the Closing Date is due to anything other than Lilly
         Error, Galen will remain responsible for the purchase price(s) for such
         Product and will reimburse Lilly for all of the reasonable direct costs
         and expenses described above actually incurred by Lilly (if any) in
         connection with such recall including, but not limited to,
         administration of the recall and such other reasonable direct costs as
         may be reasonably related to the recall. Notwithstanding anything in
         this Agreement to the contrary, (X) prior to any reimbursement by Galen
         hereunder, Lilly will provide Galen with detailed supporting
         documentation of all costs and expenses for which reimbursement is
         being sought and (Y) in no event will the direct costs and expenses
         described above, include Lilly's lost profits associated with such
         Product.

10.3     EXPENSES. Lilly and Galen will each bear their own direct and indirect
         expenses incurred in connection with the negotiation and preparation of
         this Manufacturing Agreement and, except as set forth in this
         Manufacturing Agreement, the performance of the obligations
         contemplated hereby.

10.4     REASONABLE EFFORTS. Lilly and Galen each hereby agrees to use all
         reasonable efforts to take, or cause to be taken, all actions and to
         do, or cause to be done, all things reasonably necessary or proper to
         make effective the transactions contemplated by this Manufacturing
         Agreement, including such actions as may be reasonably necessary to
         obtain approvals and consents of any Governmental or Regulatory
         Authority and other Persons (including, without limitation, all
         applicable drug listing and notifications to the FDA identifying Galen
         as a distributor of the Product); provided, however, that no Party will
         be required to (i) pay money (other than as expressly required pursuant
         to this Manufacturing Agreement or as implicitly required in order for
         a Party to carry out its obligations hereunder), or (ii) assume any
         other material obligation not otherwise required to be assumed by this
         Manufacturing Agreement.

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<PAGE>

         In addition, Galen hereby agrees to use all reasonable efforts to take,
         or cause to be taken, all actions and to do, or cause to be done, all
         things necessary or proper to begin manufacturing Product as of the
         expiration of this Manufacturing Agreement including such actions as
         may be reasonably necessary to obtain approvals and consents of any
         Governmental or Regulatory Authority and other Persons (including,
         without limitation, all applicable drug listing and notifications to
         the FDA identifying Galen as a manufacturer of the Product).

10.5     COOPERATION.

         (a)      Cooperation with Third Persons. If either Party becomes
         engaged in or participates in any investigation, claim, litigation or
         other proceeding with any Third Person, including the FDA, relating in
         any way to the manufacturing, selling, marketing, promoting,
         co-marketing or co-promoting the Product in the Territory, the other
         Party will cooperate in all reasonable respects with such Party in
         connection therewith, including using its reasonable efforts to make
         available to the other such employees who may be helpful with respect
         to such investigation, claim, litigation or other proceeding; provided
         that, except as otherwise provided in this Manufacturing Agreement, the
         Assignment Agreement or unless more assistance is required by
         Applicable Laws, for purposes of this provision, reasonable efforts to
         make available any employee will be deemed to mean providing a Party
         with reasonable access to any such employee at no cost for a period of
         time not to exceed twenty-four (24) hours (e.g., three (3) eight (8)
         -hour business days). Thereafter, any such employee will be made
         available for such time and upon such terms and conditions (including
         compensation) as the Parties may mutually agree.

         (b)      Cooperation with Third Person Manufacturer. If Lilly enters
         into an arrangement with a Third Person to manufacture Product for
         Galen in accordance herewith, or if Lilly elects to transfer any
         portion of the manufacture of Product from one Lilly facility to
         another Lilly facility, then Galen will cooperate in all reasonable
         respects with Lilly and such Third Person, if applicable, in obtaining
         any required FDA approvals. Lilly will reimburse Galen for any
         reasonable direct costs incurred by Galen in providing such assistance.

                                       26
<PAGE>

10.6     CONFLICTING RIGHTS. Neither Party will grant any right to any Third
         Person which would violate the terms of or conflict with the rights
         granted by such Party to the other Party pursuant to this Manufacturing
         Agreement.

10.7     DEEMED BREACH OF COVENANT. Neither Lilly nor Galen will be deemed to be
         in breach of this Manufacturing Agreement if such Party's deemed breach
         is the result of any action or inaction on the part of the other Party.

                                   ARTICLE 11
                           INDEMNIFICATION; INSURANCE

11.1     INDEMNIFICATION AND INSURANCE. Indemnification and insurance coverage
         will be provided under and pursuant to and in accordance with the terms
         of Article 11 of the Assignment Agreement, which terms of such Article
         11 are by this reference incorporated in and made a part of this
         Manufacturing Agreement, and all of which for purposes of this
         Manufacturing Agreement will survive any termination or expiration of
         the Assignment Agreement.

11.2     LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
         THE CONTRARY, EXCEPT FOR THE COSTS AND EXPENSES OF RECALL ENUMERATED IN
         SECTION 10.2 OF THIS MANUFACTURING AGREEMENT (OTHER THAN LOST PROFITS)
         TO THE EXTENT SUCH COSTS AND EXPENSES CONSTITUTE INDIRECT, SPECIAL,
         INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, IN NO EVENT WILL EITHER
         PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL
         (INCLUDING LOST PROFITS) OR PUNITIVE DAMAGES, HOWEVER CAUSED OR UPON
         ANY THEORY OF LIABILITY (INCLUDING A PARTY'S OR ITS AFFILIATES' OWN
         NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (OR THE NEGLIGENCE,
         GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY'S OR A PARTY'S
         AFFILIATES' EMPLOYEES, AGENTS OR CONTRACTORS)).

                                   ARTICLE 12
                            MISCELLANEOUS PROVISIONS

12.1     SUCCESSORS AND ASSIGNS. This Manufacturing Agreement will be binding
         upon and will inure to the benefit of the Parties hereto and their
         respective successors and assigns;

                                       27
<PAGE>

         provided, however, that neither Lilly nor Galen may assign this
         Manufacturing Agreement or any portion thereof without the prior
         written consent of the other, which consent may not be unreasonably
         withheld or delayed, except that no prior written consent will be
         required if a Party assigns any or all of its rights hereunder to one
         of its Affiliates. No assignment of this Manufacturing Agreement or of
         any rights hereunder will relieve the assigning Party from being
         primarily liable for any of the obligations or liabilities hereunder it
         would have had if it had not assigned the Agreement. Each reference to
         Lilly herein shall include its assignees and each reference to Galen
         shall include its assignees.

12.2     SUBCONTRACTING. Galen may not subcontract any or all of its rights or
         obligations under this Manufacturing Agreement to any subcontractor or
         consultant without prior written consent of Lilly, which shall not
         unreasonably be withheld; provided, however, that Galen may subcontract
         any or all of its rights or obligations under this Manufacturing
         Agreement without the consent of Lilly, to the extent Galen could
         assign such rights or delegate such duties under Section 12.1. Lilly
         may subcontract any or all of its rights or obligations under this
         Manufacturing Agreement to any subcontractor or consultant without the
         consent of Galen. Subject to the preceding two sentences, the
         subcontracting Party will be fully responsible to the other Party for
         any portion of the services performed by the subcontractor or
         consultant to the same extent as if such portion of the services was
         performed directly by the subcontracting Party.

12.3     NOTICES. Unless otherwise stated in this Manufacturing Agreement as to
         the method of delivery, all notices or other communications required or
         permitted to be given hereunder will be in writing and will be deemed
         to have been duly given if delivered by hand, same-day courier,
         facsimile or if mailed first class, postage prepaid, by registered or
         certified mail, return receipt requested (such notices will be deemed
         to have been given on the date delivered in the case of hand delivery
         or delivery by same-day courier, on the date set forth in the
         confirmation sheet in the case of facsimile delivery, and on the fifth
         business day following the date of post mark in the case of delivery by
         mail) as follows:

         If to Lilly, as follows:

                  Eli Lilly and Company
                  Lilly Corporate Center
                  Indianapolis, Indiana 46285
                  Facsimile: (317) 433-3000

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<PAGE>

                  Attn: President, U.S. Affiliate

         With a copy to:

                  Eli Lilly and Company
                  Lilly Corporate Center
                  Indianapolis, Indiana 46285
                  Facsimile: (317) 433-3000
                  Attn: General Counsel

         If to Galen, as follows:

                  Galen (Chemicals) Limited
                  4 Adelaide Street
                  Dun Laoghaire, Co. Dublin
                  Ireland
                  Facsimile:
                  Attention:  Supply Management

         With a copy to:

                  GALEN HOLDINGS PLC
                  100 Enterprise Drive
                  Rockaway, New Jersey 07866
                  Telephone: (973) 442-3371
                  Facsimile: (973) 442-3316
                  Attn:  Senior Vice President, Corporate Development,
                            General Counsel and Corporate Secretary

         or in any case to such other address or addresses as hereafter will be
         furnished in a written notice as provided in this Section 12.3 by any
         Party hereto to the other Party.

12.4     WAIVER. Any term or provision of this Manufacturing Agreement may be
         waived at any time by the Party entitled to the benefit thereof only by
         a written instrument executed by such Party. Except as otherwise
         provided in Section 3.2(d) no delay on the part of Lilly or Galen in
         exercising any right, power or privilege hereunder will operate as a
         waiver thereof, nor will any waiver on the part of either Lilly or
         Galen of any right, power or privilege hereunder operate as a waiver of
         any other right, power or privilege hereunder nor will any single or
         partial exercise of any right, power or privilege hereunder preclude
         any other or further exercise thereof or the exercise of any other
         right, power or privilege hereunder.

                                       29
<PAGE>

12.5     ENTIRE AGREEMENT. This Manufacturing Agreement, the Assignment
         Agreement, the Litigation Agreement, the Legal Representation
         Agreement, each of their appendices, exhibits, schedules and
         certificates, and all documents and certificates delivered or
         contemplated in connection herewith and therewith constitute the entire
         agreement between the Parties with respect to the subject matter hereof
         and supersede all prior agreements or understandings of the Parties
         relating thereto.

12.6     AMENDMENT. This Manufacturing Agreement may be modified or amended only
         by written agreement of the Parties hereto signed by authorized
         representatives of the Parties.

12.7     COUNTERPARTS. This Manufacturing Agreement may be executed in any
         number of counterparts, each of which will be deemed an original but
         all of which together will constitute a single instrument.

12.8     GOVERNING LAW. This Manufacturing Agreement will be governed and
         construed in accordance with the laws of the State of New York
         excluding any choice of law rules that may direct the application of
         the law of another state.

12.9     CAPTIONS. All section titles or captions contained in this
         Manufacturing Agreement and in any exhibit, schedule or certificate
         referred to herein or annexed to this Manufacturing Agreement are for
         convenience only, will not be deemed a part of this Manufacturing
         Agreement and will not affect the meaning or interpretation of this
         Manufacturing Agreement.

12.10    NO THIRD PERSON RIGHTS. No provision of this Manufacturing Agreement
         will be deemed or construed in any way to result in the creation of any
         rights or obligations in any Person not a Party to this Manufacturing
         Agreement.

12.11    CONSTRUCTION. This Manufacturing Agreement will be deemed to have been
         drafted by both Lilly and Galen and will not be construed against
         either Party as the draftsperson hereof. Whenever this Agreement refers
         to a number of days, such number shall refer to calendar days unless
         business days are specified.

12.12    APPENDICES, EXHIBITS, SCHEDULES AND CERTIFICATES. Each appendix,
         exhibit, schedule and certificate attached hereto is incorporated
         herein by reference and made a part of this Manufacturing Agreement.

                                       30
<PAGE>

12.13    NO JOINT VENTURE. Nothing contained herein will be deemed to create any
         joint venture or partnership between the Parties hereto, and, except as
         is expressly set forth herein, neither Party will have any right by
         virtue of this Manufacturing Agreement to bind the other Party in any
         manner whatsoever.

12.14    SEVERABILITY. If any provision of this Manufacturing Agreement is held
         to be illegal, invalid, or unenforceable under present or future laws
         effective while this Manufacturing Agreement remains in effect, the
         legality, validity and enforceability of the remaining provisions will
         not be affected thereby. In the event a part or provision of this
         Manufacturing Agreement is held to be illegal, invalid or
         unenforceable, the Parties agree to negotiate in good faith an
         amendment of such part or provisions in a manner consistent with the
         intention of the Parties.

12.15    FORCE MAJEURE. If either Party is prevented from complying, either
         totally or in part, with any of the terms or provisions set forth
         herein by reason of force majeure, including, by way of example and not
         of limitation, fire, flood, explosion, storm, strike, lockout or other
         labor dispute, riot, war, rebellion, accidents, acts of God, acts of
         governmental agencies or instrumentalities, or any other similar or
         dissimilar cause, in each case to the extent beyond its reasonable
         control, said Party will provide written notice of same to the other
         Party. Said notice will be provided within five (5) business days of
         the occurrence of such event and will identify the requirements of this
         Manufacturing Agreement or such of its obligations as may be affected,
         and, to the extent so affected, said obligations will be suspended
         during the period of such disability. If any raw materials, facility
         systems or capacity is used for both the affected Product and any other
         product or purposes, Lilly may allocate resources first to its and its
         Affiliates' needs. The Party prevented from performing hereunder will
         use commercially reasonably best efforts to remove such disability as
         promptly as possible and will continue performance whenever such causes
         are removed. The Party so affected will give to the other Party a good
         faith estimate of the continuing effect of the force majeure condition
         and the duration of the affected Party's nonperformance. If the period
         of any previous actual nonperformance of a Party because of force
         majeure conditions plus the anticipated future period of such Party's
         nonperformance because of such conditions will exceed an aggregate of
         one hundred twenty (120) days within any one year period, the other
         Party may terminate this Manufacturing Agreement by prior written
         notice to the nonperforming Party.

12.16    SPECIFICATIONS. As soon as is commercially reasonable after the date
         hereof, Lilly shall furnish to Galen a complete copy of the
         Specifications.

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<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have executed this Manufacturing
Agreement as of the date first above written.

                                         ELI LILLY AND COMPANY

                                         By: _________________________________
                                         Printed Name: _______________________
                                         Title: ______________________________

                                         GALEN (CHEMICALS) LIMITED

                                         By: __________________________________
                                         Printed Name: ________________________
                                         Title: _______________________________